|
(3)
|
Merger with CJ HelloVision
|
On November 2, 2015, SK Broadbands board of directors resolved to approve the merger of SK Broadband with CJ HelloVision such that CJ HelloVision
would be the surviving entity and SK Broadband would be the
non-surviving
entity. The largest shareholder of the merged entity would be SK Telecom with an equity interest of 78.35%. On February 26, 2016,
the entry into the merger agreement was resolved as proposed by SK Broadbands shareholders.
On July 25, 2016, SK Broadband notified CJ
HelloVision of the termination of the merger agreement, as the Korea Fair Trade Commission on July 18, 2016 denied approval of the proposed merger, which was a closing condition to the consummation of the merger. On July 27, 2016, SK
Broadbands board of directors resolved to terminate the merger agreement as proposed. Subsequently, the merger agreement is no longer effective and all procedures related to the merger, including the issuance of new shares, were terminated.
|
(4)
|
Establishment of a subsidiary
|
On May 23, 2017, SK Broadbands board of directors resolved to approve the establishment of a subsidiary. On June 5, 2017, SK Broadband
established Home & Service Co., Ltd. (Home & Service), a subsidiary responsible for the management of customer service operations, in order to enhance SK Broadbands competitiveness by strengthening its customer
service and strategically developing its home Value Delivery channel and to create quality jobs. Home & Service was incorporated by SK Broadband under the Korean Commercial Code. The subsidiary was capitalized at Won 46 billion
(9,200,000 shares with par value of Won 5,000 per share), and SK Broadband holds a 100% equity interest. The Korea Fair Trade Commission approved the subsidiarys incorporation as an SK affiliate on July 1, 2017, from which arises a duty
to report to the Fair Trade Commission.
On August 16, 2017, SK Broadbands board of directors resolved to approve the
spin-off
of its
T-commerce
subsidiary to enhance the competitiveness and managerial efficiency of its
T-commerce
business (data broadcasting and commercial retail platform service through TV
home shopping channels) through a
spin-off
and subsequent establishment of a subsidiary pursuant to Article
530-2
and
530-12
of
the Korean Commercial Code, with both companies from the simple vertical
spin-off
remaining as existing companies. The
spin-off
was effective as of December 1,
2017, and the subsidiary was capitalized at Won 15 billion (3,000,000 shares with par value of Won 5,000 per share), with SK Broadband holding a 100% equity interest. The Korea Fair Trade Commission approved the subsidiarys incorporation
as an SK affiliate on January 1, 2018, from which arises a duty to report to the Fair Trade Commission.
[SK Planet]
On May 29, 2015, the board of directors of SK Planet resolved to spin off its cloud streaming division on July 1, 2015 in order to strengthen its
business capabilities and expand overseas. The
spin-off
ratio was 0.9821740 for the surviving company to 0.0178260 for the newly-established company, and the capital reduction ratio was 1.7825968%.
On July 29, 2015, the board of directors of SK Planet resolved to spin off its Hoppin business, which was merged into SK Broadband on September 1,
2015, in order to unify capabilities within the business and maximize synergies to improve its competitive power in the Korean and international mobile media market. SK Planet issued 2,501,125 new common shares in connection with this transaction,
and the merger ratio between SK Planet and SK Broadband was 0.0349186:1.
On December 29, 2015, the board of directors of SK Planet resolved to merge
Commerce Planet Co., Ltd., its wholly-owned subsidiary, into SK Planet to generate synergies by uniting capabilities to promote its commerce business. The merger was effective as of February 1, 2016, and SK Planet did not issue any new shares
in connection with the merger.
Effective as of March 1, 2016, SK Planet spun off its platform business and T Store business in order to enhance the
competitiveness of each business for future growth.
Effective as of April 5, 2016, SK Planet spun off its location-based services business and
mobile phone verification services business and merged them into the Company in order to further concentrate its resources on its commerce business.
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